TAKING A COMPANY PUBLIC, INC.
A Florida Corporation
THIS AGREEMENT made this 31st day of March, 2004, between TAKING A
COMPANY PUBLIC Inc., a Corporation duly organized under the laws of the
State of Florida herein referred to as either TACP and Xxxxxxxxx.xxx,
Inc., a Corporation duly organized under the laws of the State of
Florida, hereinafter referred to as Pricester Florida:
TACP and Pricester Florida, hereby agrees as follows:
Services by TACP:
This Agreement shall include the following services to be rendered by
TACP to assist Pricester Florida through all steps necessary to become
a publicly traded company including, but not limited to, assisting in
completion of the acquisition of Pricester Nevada
recommendation of potential legal and accounting
professionals
providing transfer agent with necessary documentation
preparation of the registration statement
preparation of the Form 15c2-11
locating a market maker to file a 15c2011 statement
responding to all SEC and NASD comments
preparation of necessary information required by
Xxxxx'x OTC Industrial Manual.
Compensation:
TACP shall receive an aggregate of $80,000,
-$10,000 due on signing of the engagement letter
-$20,000 due before submission of the registration
statement
-$50,000 due in payments on or before the SEC effective
date
Termination:
This agreement shall terminate when newly merged Pricester Nevada is
fully trading on the NASD Bulletin Board.
Miscellaneous:
If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in full force without being
impaired or invalidated in any way. The failure of either Party to
enforce any provision of this Agreement shall not be construed as a
waiver of any such provision, nor prevent such Party thereafter from
enforcing such provision or any other provision of this Agreement. The
rights granted both Parties herein are cumulative and the election of
one shall not constitute a waiver of such Party's right to assert all
legal remedies available under the circumstances.
This Agreement be governed by and construed in accordance with the laws
of the State of Florida, USA.
This Agreement constititutes the entire understanding between TACP and
Pricester FLorida with respect to the matters covered by this
agreement. No modification or amendment shall be valid unless in
writing and signed by both parties.
In the event it is necessary to institute litigation to interpret and
enforce the provisions of this Agreement, the venue of said matter
shall take place within the State of Florida, further, the prevailing
Party shall be entitled to its cost of suit, including reasonable
attorney's fees, in such amount as the court shall adjudge reasonable.
IN WITNESS WHEREOF, the Parties have executed this Agreement
effective this 31st day of March 2004.
TAKING A COMPANY PUBLIC, INC
/s/Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx, President
Xxxxxxxxx.xxx, Inc.
/s/Xxx Xxxxxxx
--------------------------------
Xxx Xxxxxxx, President
